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GRUH Finance Ltd.

BSE: 511288 Sector: Financials
NSE: GRUH ISIN Code: INE580B01029
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VOLUME 48043
52-Week high 381.95
52-Week low 208.23
P/E 65.03
Mkt Cap.(Rs cr) 23,593
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 330.05
CLOSE 330.05
VOLUME 48043
52-Week high 381.95
52-Week low 208.23
P/E 65.03
Mkt Cap.(Rs cr) 23,593
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GRUH Finance Ltd. (GRUH) - Director Report

Company director report

TO THE MEMBERS

Your directors are pleased to present the 32nd Annual Report of your Companywith the audited accounts for the year ended March 31 2018.

FINANCIAL RESULTS

(Rs. in crores)

For the year ended March 31 2018 For the year ended March 31 2017
Profit Before Tax 562.07 442.00
Provision for Tax
(Net of deferred tax) 199.39 145.35
Profit After Tax 362.68 296.65
Add:
Balance brought forward from last year 331.79 184.14
Amount available for appropriation 694.47 480.79
Appropriations:
Statutory Reserve u/s 29C of NHB
Act & u/s 36(1)(viii) of I.T. Act 106.25 84.00
General Reserve 80.00 65.00
Dividend including tax thereon pertaining to previous year paid during the year 123.00 -
Balance carried to Balance Sheet 385.22 331.79
694.47 480.79

Dividend

Your directors recommend payment of dividend of Rs. 3.30 per equity share of face valueof Rs. 2 each for the year ended March 31 2018 as against a dividend of Rs. 2.80 pershare of face value of Rs. 2 each for the previous year. The dividend payout ratio for theyear inclusive of additional tax on dividend will be 40%. The dividend declared/recommended is in accordance with the principles and criteria as set out in the DividendDistribution Policy which has been approved by the board of directors. The policy isprovided as ‘Annexure A' to this Report.

Bonus Issue

Your directors recommend an issue of bonus shares in the ratio of one equity share ofRs. 2 each for every one existing equity share of Rs. 2 each of the Company held by themembers on a date to be fixed by the board by capitalising a part of the SecuritiesPremium Account. The proposed issue of bonus shares is subject to the consent ofshareholders at the forthcoming AGM. The bonus shares shall rank pari passu in allrespects with the existing fully paid up equity shares of the Company including anydividend that may be declared for the financial year in which the bonus shares areallotted. The dividend declared for the year ended March 31 2018 shall not be applicableon the Bonus Shares.

Changes in Share Capital

In order to facilitate the capitalisation of the Securities Premium Account to theextent of issue of bonus shares the authorised share capital of the Company is beingincreased from Rs. 100 crores to Rs. 200 crores by creation of 50 crores equity shares ofRs. 2 each.

During the year the paid up equity share capital increased as a result of allotment of1155527 equity shares of the face value of Rs. 2/-each upon exercise of stock optionsunder ESOS-2015. As at March 31 2018 the equity share capital stood at Rs. 731440022divided into 365720011 equity shares of Rs. 2/- each.

Disbursements

Loan disbursements during the year were Rs. 5259 crores as against Rs. 4125 crores inthe previous year. GRUH continued to focus mainly on the retail segment and disbursed Rs.4645 crores to 50137 families. Cumulative disbursements as at March 31 2018 were Rs.28456 crores. Rural Housing During the year GRUH disbursed Rs. 1994 crores in respectof 21145 loans in the rural areas. Cumulative disbursement under the rural housing hasbeen Rs. 11892 crores in respect of 211375 loans. Affordable Housing GRUH has signedthe MOU with the Government of India for the Credit Linked Subsidy Scheme (CLSS) under thePradhan Mantri Awas Yojana for EWS LIG and MIG segments. GRUH has been an activecontributor to the scheme and has disbursed Rs. 1632 crores during the year in respect of18556 loans wherein the customers were eligible for Credit Subsidy. The growth in loansunder the CLSS has been 104% in terms of loan amount and has been the major contributorfor the growth in disbursements of the company.

During the year GRUH submitted claims aggregating subsidy of Rs. 335.65 crores inrespect of 14234 loans aggregating loan amount of Rs. 1304.42 crores. Of the above GRUHreceived claims of Rs. 196.58 crores in respect of 8508 loan accounts aggregating loanamount of Rs. 767.74 crores. The subsidy received is credited to the respective customers'loan account by way of prepayment and the instalment amount is reduced keeping the balancetenure constant. Claims in respect of 5726 loans are awaiting sanction from NHB inrespect of Loan amount of Rs. 536.68 crores.

Since inception of the scheme GRUH has disbursed 32783 loans wherein customers areeligible for CLSS subsidy in respect of loan amount of Rs. 2739 crores of which GRUH hasreceived claim of Rs. 319.16 crores in respect of 14667 loans.

The majority of the claims submitted are in respect of the EWS and LIG customers.

Loan Assets

As at March 31 2018 the loan assets increased to Rs. 15568 crores recording a growthof 17.55%. Loan assets in respect of the retail home loans grew by 17.80% and stood at Rs.14900 crores.

Non-Performing Loans

As per the prudential norms of National Housing Bank (NHB) GRUH's gross non-performingloans stood at Rs. 70.09 crores as at March 31 2018 constituting 0.45% of the totaloutstanding loans of Rs. 15568 crores. The gross non-performing loans as at March 312017 were Rs. 40.58 crores constituting 0.31% of the total outstanding loans of Rs. 13244crores.

During the year NHB vide notification No. NHB.HFC.DIR.18/MD&CEO/ 2017 dated August2 2017 reduced the provisioning requirement on Standard Individual Housing Loans from0.40% to 0.25%.

GRUH carries a provision of Rs. 56.35 crores on standard individual home loans of Rs.14465 crores and a provision of Rs. 9.53 crores on standard loans other than individualhome loans of Rs. 1033 crores as at March 31 2018. GRUH also carries provision of Rs.0.21 crore on Instalments Due from Borrowers of Rs. 50 crores and Rs. 0.01 crore on LoanAgainst Deposit and interest accrued thereon of Rs. 1.26 crore. GRUH has made the requiredprovisions and carries a total provision of Rs. 66.10 crores in respect of standardassets. As per revised norms as on March 31 2018 GRUH carries Standard Assets provisionwhich is Rs. 20.25 crores higher than the revised regulatory requirement of minimum 0.25%.

GRUH is required to carry a provision of Rs. 17.89 crores towards non-performing loansas per NHB norms. However as a measure of prudence your directors have decided to carryprovision of Rs. 53.47 crores towards NPAs. GRUH also carries provision of Rs. 16.63crores as contingencies. GRUH therefore carries a total provision of Rs. 136.20 crores onits total assets including standard assets and non-performing loans. Net Non-PerformingLoans were Nil on outstanding loans of Rs. 15568 crores.

During the year GRUH has written off Rs. 1.08 crore in respect of individual loanswhere the recovery was difficult in the near future. However GRUH continued the recoveryefforts in respect of written off loans of earlier years and could effect recoveries ofRs. 0.29 crore during the year in respect of such written off loans. GRUH also tookpossession of properties of the defaulting borrowers under the SARFAESI Act and has soldfew of such acquired properties. Borrowings NHB Refinance GRUH did not avail any refinanceduring the year. The refinance outstanding as at March 31 2018 was Rs. 2048.19 crores.

Bank Term Loans

GRUH received fresh sanctions from banks amounting to Rs. 1380 crores and the same wasavailed during the year. The outstanding bank term loans as at March 31 2018 were Rs.5638 crores.

Subordinated Debt

As at March 31 2018 GRUH's outstanding subordinated debt stood at Rs. 35 crores. Thedebt is subordinated to present and future senior indebtedness of the company and has beenassigned rating of "ICRA AAA" and "CRISIL AAA" indicating highestdegree of safety regarding timely payment of financial obligations. Based on the balanceterm to maturity as at March 31 2018 Rs. 28 crores of the book value of subordinateddebt is considered as Tier – II capital under the guidelines issued by NHB for thepurpose of computation of Capital Adequacy Ratio.

Non-Convertible Debentures (NCDs)

During the year GRUH raised NCDs amounting to Rs. 2060 crores on a private placementbasis. The outstanding NCDs as at March 31 2018 stood at Rs. 4097 crores. NCDs are rated"ICRA AAA" and "CRISIL AAA" indicating highest degree of safetyregarding timely payment of financial obligations.

Commercial Paper

GRUH's commercial paper is rated "ICRA A1+" and "CRISIL A1+"indicating very strong degree of safety regarding timely payment of financial obligations.As at March 31 2018 outstanding commercial paper was Rs. 770 crores.

Deposits

GRUH mobilised deposits of Rs. 477 crores and experienced a renewal ratio of 50.71%during the year. The outstanding balance of deposits as at March 31 2018 was Rs. 1458crores.

GRUH's Deposit programme is rated "MAAA" by ICRA and "FAAA" byCRISIL. These ratings indicate very strong degree of safety as regards timely repayment ofprincipal and interest.

There has been no default in repayment of deposits or payment of interest during theyear. All the deposits accepted by the Company are in compliance with the requirements ofNHB guidelines and Chapter V of the Companies Act 2013.

Investments

GRUH continues to maintain its Statutory Liquidity Ratio (SLR) as stipulated by NHB.Accordingly GRUH carried investments in approved securities aggregating to Rs. 214.48crores as at March 31 2018 to meet the requirement of the SLR. GRUH has classified itsinvestments as long-term and valued them at cost. Adequate provision towards loss ifany to be experienced on redemption of investments on maturity has been made.

Unclaimed Deposits and Unclaimed NCDs

As at March 31 2018 deposits amounting to Rs. 9.52 crores had not been claimed by2257 depositors. Depositors were intimated regarding the maturity of deposits with arequest to either renew or claim their deposits and subsequent reminders have been sent.

As per the provisions of section 125 of the Companies Act 2013 deposits NCDs and/orinterest thereon remaining unclaimed and unpaid for a period of seven years from the datethey became due for payment are required to be credited to Investor Education andProtection Fund (IEPF) established by the Government of India. Accordingly an amount ofRs. 4.75 lacs in respect of unclaimed deposits and interest thereon was transferred to theIEPF during the year. As at March 31 2018 there was no NCDs amount or interest thereonremaining unclaimed and unpaid.

Unclaimed Dividends and Unclaimed Shares

As at March 31 2018 dividend amounting to Rs. 1.86 crore had not been claimed byshareholders of the Company. The Company takes various initiatives to reduce the quantumof unclaimed dividend and has been periodically intimating the concerned shareholdersrequesting them to encash their dividend before it becomes due for transfer to theInvestor Education and Protection Fund (IEPF). Unclaimed dividend amounting to Rs. 9.52lacs for FY 2009-10 was transferred to the IEPF on August 3 2017. In terms of theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended the Company transferred the corresponding shares to IEPF wherethe dividends for the last seven consecutive years have not been claimed by the concernedshareholders.

Further the unclaimed dividend in respect of FY 2010-11 must be claimed byshareholders on or before August 11 2018 failing which the Company will be transferringthe unclaimed dividend and the corresponding shares to the IEPF within a period of 30 daysfrom the said date. The concerned shareholders however may claim the dividend and sharesfrom IEPF the procedure for which is detailed in the Shareholders' Information section.

In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amountslying with companies) Rules 2012 GRUH has made the relevant disclosures to the Ministryof Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed matured depositsalong with interest accrued thereon. GRUH has uploaded the prescribed information on www.iepf.gov.inand www.gruh.com. Risk Management Framework GRUH has a Risk Management frameworkapproved by the board of directors. GRUH's Risk Management framework provides themechanism for risk assessment and mitigation. The board has delegated responsibility ofoverseeing Risk Management framework to the Audit Committee. The Risk Management Committee(RMC) of GRUH comprises the Managing Director and members of Senior Management.

During the year the RMC reviewed the risks associated with the business of GRUH itsroot causes and the efficacy of the measures taken to mitigate the same. Thereafter theAudit Committee and the board of directors also reviewed the key risks associated with thebusiness of the Company the procedures adopted to assess the risks efficacy andmitigation measures.

GRUH has an Asset Liability Management (ALM) policy approved by the board. The task ofoverseeing the ALM has been entrusted to the Audit Committee which overseas and reviewsthe ALM position every quarter. The ALM Committee (ALCO) comprises of the ManagingDirector and members of Senior Management.

During the year the ALCO reviewed the risk arising from the gaps in the liquidity andinterest rate sensitivity statements and took decisions in mitigating the risk by ensuringadequate liquidity and profitability through maturity profile of assets and liabilities.

The observations of the Audit Committee if any on the ALM are reported to the board.

Regulatory Guidelines

GRUH continues to comply with the guidelines issued by NHB regarding accountingguidelines prudential norms for asset classification income recognition provisioningcapital adequacy concentration of credit credit rating Know Your Customer(KYC)guidelines and Anti Money Laundering (AML) standards fair practices code and real estateand capital market exposures. The details of compliances are outlined in the ManagementDiscussion and Analysis Report.

GRUH's Capital Adequacy Ratio stood at 18.90% as against the minimum requirement of12%. Tier – I capital was 17.68% against the minimum requirement of 6%.

The Government of India has set up the Central Registry of Securitisation AssetReconstruction and Security Interest of India (CERSAI) under section 21 of the SARFAESIAct 2002 to have a central database of all mortgages created by lending institutions. Theobject of this registry is to compile and maintain data relating to all transactionssecured by mortgages. Accordingly GRUH is registered with CERSAI and has been submittingdata in respect of its loans. Human Resource Development At GRUH human resourcedevelopment is considered vital for effective implementation of business plans. Constantendeavours are being made to offer professional growth opportunities and recognitionsapart from imparting training to employees. During the current year in-house trainingprogrammes were provided to employees inter alia in lending operationsrecoveries KYC IT system & security and accounts. Employees were also nominated fortraining programmes conducted by NHB and other institutions. 36 employees underwentdifferent training programmes.

GRUH's staff strength as at March 31 2018 was 692. Particulars of Employees

GRUH had 2 employees as at March 31 2018 employed throughout the year who were inreceipt of remuneration of Rs. 1.02 crores or more per annum or more per annum or Rs. 8.50lacs or more per month if employed for part of the year.

In accordance with the provisions of section 197 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended the name and other particulars of such employees are set out in the annex to theDirectors' Report. However as per the provisions of section 136 of the Companies Act2013 the Directors' Report is being sent to all shareholders of the Company excluding theannex. The annex is available for inspection by the members at the registered office ofthe Company during business hours on working days up to the date of ensuing Annual GeneralMeeting. Any shareholder interested in obtaining a copy of the said annex may write to thecompany secretary at the registered office of the Company.

Employees Stock Option Scheme

The stock options granted to directors and employees operate under the schemeESOS-2015. There has been no material variations in the terms of the options granted underthe scheme and the scheme is in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014. The disclosures as required under Regulation 14 of the said regulationshave been placed on the website of the Company.

Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace TheCompany is an equal opportunity employer and consciously strives to build a work culturethat promotes dignity of all employees. As required under the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andRules framed thereunder the Company has implemented a policy on Prevention of SexualHarassment of Women at Workplace. An Internal Complaints Committee has been set up toreceive complaints investigate the matter and report to the management.

During the year no complaint was received by the committee. Awards and RecognitionsDuring the year GRUH was the recipient of the following awards:

• Best Performing Primary Lending Institution under CLSS for EWS and LIG segmentand Award for Maximum number of loans to EWS segment under CLSS for EWS and LIG. from theMinistry of Housing and Urban Poverty Alleviation Government of India.

• Best Performing Primary Lending Institution under the CLSS scheme in the EWS andLIG category from the National Housing Bank at a conference sponsored by My Liveable City.

• Winner in the Affordable Housing Finance Category at the Outlook Money Awards2017.

Auditors

Statutory Auditors

At the 31st Annual General Meeting held on June 15 2017 the members hadappointed M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm RegistrationNo. 117366W/W-100018) as Statutory Auditors for a term of five years beginning from theconclusion of the 31st AGM till the conclusion of the 36th AGMsubject to them ratifying the said appointment at every AGM.

The company has received a confirmation from M/s. Deloitte Haskins & Sells LLPChartered Accountants to the effect that their appointment if made at the ensuing AGMwould be in terms of Sections 139 and 141 of the Companies Act 2013 and rules madethereunder. The board proposes to the members to ratify the said appointment of M/s.Deloitte Haskins & Sells LLP Chartered Accountants.

The Statutory Auditors have not made any adverse comments or given any qualificationreservation or adverse remarks or disclaimer in their Audit Report.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 GRUH has appointed Mr.M. C. Gupta of M/s M. C. Gupta & Co. a firm of Company Secretaries in practice toundertake the Secretarial Audit of the company. The Report of the Secretarial Audit isannexed herewith as ‘Annexure B' to this report. The Secretarial Auditor has not madeany adverse comments or given any qualification reservation or adverse remarks ordisclaimer in their Audit Report.

Directors and Key Managerial Personnel

In accordance with Articles 134 and 135 of the Articles of Association of the Companyand the provisions of the Companies Act 2013 Mr. K. G. Krishnamurthy Director of theCompany is liable to retire by rotation at the ensuing AGM and is eligible forre-appointment. Ms. Renu S. Karnad Non-executive Director of the Company had brieflystepped down from the Board w.e.f. October 16 2017 due to limitations on the number ofboard positions. The board of directors on the recommendations of the Nomination andRemuneration Committee (NRC) and subject to the approval of the members in the ensuingAGM had appointed Ms. Renu S. Karnad as an Additional Director w.e.f. February 1 2018.

During the year the board of directors on the recommendations of the NRC hadappointed Ms. Bhavna Doshi as an Additional Independent Director w.e.f. January 20 2018for a period of five years upto January 19 2023 subject to the approval of the members inthe ensuing AGM.

Mr. Biswamohan Mahapatra Independent Director of the Company completed his term onMarch 18 2018. The Board of Directors had on the recommendations of the NRC and subjectto the approval of the members in the ensuing AGM re-appointed Mr. Biswamohan Mahapatraas Independent Director for a second term w.e.f. March 19 2018 for a period of five yearsupto March 18 2023.

Necessary resolutions for the appointment / re-appointment of the aforesaid directorsand their detailed profiles have been included in the notice convening the ensuing AGM anddetails of the proposal for appointment / reappointment are mentioned in the explanatorystatement of the notice.

Your directors commend their appointment / re-appointment. All the directors of theCompany have confirmed that they are not disqualified from being appointed as directors interms of section 164 of the Companies Act 2013.

There was no change in the Key Managerial Personnel during the year.

Details of managerial remuneration as required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given as per‘Annexure C' to this report. Directors' Responsibility Statement In accordance withthe provisions of section 134(3)(c) of the Companies Act 2013 and based on theinformation provided by the management your directors state that:

i. In the preparation of annual accounts the applicable accounting standards have beenfollowed;

ii. Accounting policies selected were applied consistently.

Reasonable and prudent judgements and estimates were made so as to give a true and fairview of the state of affairs of the Company as at the end of March 31 2018 and of theprofit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. Internal financial controls have been laid down to be followed by the Company andsuch internal financial controls were adequate and were operating effectively;

vi. Systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.

Corporate Social Responsibility Initiatives

In accordance with the provisions of section 135 of the Companies Act 2013 and therules framed thereunder the Company has a Corporate Social Responsibility Committee ofdirectors comprising Mr. Prafull Anubhai - Chairman Mr. S. G. Mankad Mr. Pankaj Pateland Mr. Sudhin Choksey and has inter alia also formulated a CSR Policy.

The role of the CSR Committee is to review the CSR policy indicate activities to beundertaken by the Company towards CSR activities and formulate a transparent monitoringmechanism to ensure implementation of projects and activities undertaken by the Companytowards CSR activities.

GRUH was required to spend Rs. 7.36 crores towards CSR activities during the year. GRUHhas approved CSR proposals aggregating to Rs. 5.57 crores and incurred CSR expenditure ofRs. 4.37 crores during the year. Cumulatively GRUH has incurred CSR expenditure of Rs.11.92 crores.

GRUH has approved CSR proposals in the field of providing education promoting healthcare sanitation education for differently abled children promoting vocational skillsempowerment of women and gender equality and protection of national heritage art andculture. The Annual Report on CSR Activities which forms part of the Directors' Reportis annexed as ‘Annexure D' to this report.

Business Responsibility Reporting

As required under Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) (LODR) Regulations 2015 Business Responsibility Report forms part of theDirectors' Report and is annexed as ‘Annexure E' to this report.

Extract of Annual Return [Form MGT-9]

The details forming part of the extract of the Annual Return in Form MGT 9 is providedas ‘Annexure F' to this report.

Particulars

Particulars of loans guarantees or investments made :

Since the Company is a housing finance company provisions of section 186 of theCompanies Act 2013 relating to loans made guarantees given or securities provided are notapplicable to the company. As regards investments made by the Company the details of thesame are provided under Note to Accounts forming part of the annual accounts of theCompany for the year ended March 31 2018. Particulars of Contracts or arrangementsentered into with related parties: In accordance with the provisions of section 188 of theCompanies Act 2013 and rules made thereunder the transactions entered into with relatedparties are in the ordinary course of business and on an arm's length pricing basis thedetails of which are included in the notes forming part of the financial statements. Thereare no material related party transactions entered during the year. Accordinglyinformation in form AOC - 2 is not annexed. As required by NHB notification no.NHB.HFC.CG-DIR.1/MD&CEO/2016 dated February 9 2017 a policy on Transactions withRelated Parties is given as ‘Annexure G' to this report.

Material Changes details of Subsidiaries Litigations

There has been no material changes and commitments affecting the financial position ofthe company which has occurred between the end of the financial year to which thefinancial statements relate and the date of the report.

The Company does not have any subsidiary. There has been no change in the nature ofbusiness of the Company.

No significant or material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the company and / or the company'soperations in future.

Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Expenditure Particulars relating to conservation of energy andtechnology absorption stipulated in the Companies (Accounts) Rules 2014 are notapplicable. GRUH does not have any foreign exchange earnings. GRUH has paid dividend ofRs. 0.35 crore in foreign currency.

Management Discussion and Analysis Report and Report of the Directors on CorporateGovernance In accordance with the SEBI (LODR) Regulations 2015 and NHB Directions theManagement Discussion and Analysis Report and the Report of the Directors on CorporateGovernance form part of this report.

Acknowledgements

Your directors take this opportunity to place on record their appreciation to allemployees for their hard work spirited efforts dedication and loyalty to GRUH. Theemployees have worked based on principles of honesty integrity and fair play and this hashelped GRUH in maintaining its growth. The directors also wish to place on record theirappreciation to shareholders depositors referral associates NHB financial institutionsand banks for their continued support.

On behalf of the Board of Directors
Mumbai Keki M. Mistry
April 14 2018 Chairman
DIN : 00008886